Common use of Additional Term Loans Clause in Contracts

Additional Term Loans. The Borrower may, by written notice to the Administrative Agent, elect to request the establishment of one or more new term loan commitments (the “New Term Commitments”), in an amount not in excess of $50,000,000 in the aggregate and not less than $10,000,000 individually (or such lesser amount which shall be approved by the Administrative Agent), and integral multiples of $1,000,000 in excess of that amount. Each such notice shall specify (A) the date (each an “Increased Amount Date”) on which the Borrower proposes that the New Term Commitments shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent (and, if proceeds will be used to defease or repay any IASG Notes, which Increased Amount Date shall be the Amendment Effective Date) and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Term Lender”) to whom the Borrower proposes any portion of such New Term Commitments be allocated and the amounts of such allocations; provided that the Administrative Agent may elect or decline to arrange such New Term Commitments in its sole discretion and any Lender approached to provide all or a portion of the New Term Commitments may elect or decline, in its sole discretion, to provide a New Term Commitment. Such New Term Commitments shall become effective, as of such Increased Amount Date; provided that, (1) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Term Commitments; (2) both before and after giving effect to the making of any New Term Loans, each of the conditions set forth in Section 6.2 of the Credit Agreement shall be satisfied; (3) Holdings shall be in pro forma compliance with each of the covenants set forth in Section 8.1 of the Credit Agreement as of the last day of the most recently ended fiscal quarter after giving effect to such New Term Commitments; (4) the New Term Commitments shall be effected pursuant to one or more Joinder Agreements dated as of the applicable Increased Amount Date and executed and delivered by the Borrower, each New Term Lender and the Administrative Agent, and each of which shall be recorded in the Register, and each New Term Lender shall be subject to the requirements set forth in Section 4.10(e) of the Credit Agreement; and (5) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction. On any Increased Amount Date, subject to the satisfaction of the foregoing terms and conditions (i) each New Term Lender shall make a Loan to the Borrower (a “New Term Loan”) in an amount equal to its New Term Commitment, (ii) each New Term Commitment shall be deemed for all purposes a Term Commitment and each New Term Loan made thereunder shall be deemed for all purposes a Term Loan, (iii) each New Term Lender shall become a Lender hereunder with respect to the New Term Commitment and the New Term Loans made pursuant thereto and (iv) each installment of principal due on the Term Loans (other than the final installment) shall be increased by 0.25% of the aggregate principal amount of such New Term Loans and the remaining aggregate principal amount of all such New Term Loans shall be due and payable on the Term Loan Maturity Date. The Administrative Agent shall notify Lenders promptly upon receipt of the Borrower’s notice of each Increased Amount Date and, in respect thereof, the New Term Commitments and the New Term Lenders, subject to the assignments contemplated by this Section. The terms and provisions of the New Term Loans shall be identical to the terms and provisions of the Term Loans. (i) Section 4.2 of the Credit Agreement is hereby amended to (i) replace the words “the Borrower or any of its Subsidiaries” in clause (c) thereof with the words “any Subsidiary of Holdings” and (ii) replace the date “December 31, 2007” in clause (d) thereof with “December 31, 2008”. (j) Section 5.16 of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

Additional Term Loans. The With the prior consent of the Agent (which consent shall not be unreasonably withheld), the Borrower may, shall have the right at any time to request increases in the aggregate amount of the Term Loans by providing written notice to the Administrative Agent, elect to request the establishment of one or more new term loan commitments (the “New Term Commitments”), in an amount not in excess of $50,000,000 which notice shall be irrevocable once given. Each such increase in the aggregate and not less than amount of the Term Loans must be in an aggregate minimum amount of $10,000,000 individually (or such lesser amount which shall be approved by the Administrative Agent), and integral multiples of $1,000,000 5,000,000 in excess thereof; provided, that after giving effect to any such increases pursuant to this Section, the aggregate outstanding principal amount of that amountthe Term Loans may not exceed $350,000,000. Each Any such notice shall specify (A) the date (each an “Increased Amount Date”) on which the Borrower proposes that the New Term Commitments increase shall be effective, which effected either by an existing Lender increasing the principal amount of its Term Loan or by a Person becoming a Lender hereunder and making a Term Loan to the Borrower. No existing Lender shall be required to increase the amount of its Term Loan hereunder and any Person becoming a date not less than 10 Business Days after the date on which Lender under this Agreement in connection with any such notice is delivered to the Administrative Agent (and, if proceeds will requested increase must be used to defease or repay any IASG Notes, which Increased Amount Date shall be the Amendment Effective Date) and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Term Lender”) to whom Assignee. No increase in the Borrower proposes any portion of such New Term Commitments be allocated and the amounts of such allocations; provided that the Administrative Agent may elect or decline to arrange such New Term Commitments in its sole discretion and any Lender approached to provide all or a portion aggregate outstanding principal amount of the New Term Commitments Loans may elect or decline, in its sole discretion, to provide be effected under this Section if (x) a New Term Commitment. Such New Term Commitments shall become effective, as of such Increased Amount Date; provided that, (1) no Default or Event of Default shall exist be in existence on the effective date of such Increased Amount Date before increase or after giving effect (y) any representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Document to which any such New Term Commitments; Loan Party is a party is not (2or would not be) both before and after giving effect true or correct on the effective date of such increase (except for representations or warranties which expressly relate solely to an earlier date). In connection with any increase in the making of any New Term Loans, each aggregate amount of the conditions set forth in Section 6.2 of the Credit Agreement shall be satisfied; (3) Holdings shall be in pro forma compliance with each of the covenants set forth in Section 8.1 of the Credit Agreement as of the last day of the most recently ended fiscal quarter after giving effect to such New Term Commitments; (4) the New Term Commitments shall be effected Loans pursuant to one or more Joinder Agreements dated this subsection, (a) any Lender becoming a party hereto shall execute such documents and agreements as of the applicable Increased Amount Date and executed and delivered by the Borrower, each New Term Lender and the Administrative Agent, and each of which shall be recorded in the Register, and each New Term Lender shall be subject to the requirements set forth in Section 4.10(e) of the Credit Agreement; Agent may reasonably request and (5b) the Borrower shall deliver or cause to be delivered make appropriate arrangements so that each new Lender, and any legal opinions or other documents reasonably requested by existing Lender increasing the Administrative Agent in connection with any such transaction. On any Increased Amount Date, subject to the satisfaction amount of the foregoing terms and conditions (i) each New Term Lender shall make a Loan to the Borrower (a “New Term Loan”) in an amount equal to its New Term Commitment, (ii) each New Term Commitment shall be deemed for all purposes a Term Commitment and each New Term Loan made thereunder shall be deemed for all purposes a Term Loan, (iii) each New Term Lender shall become receives a Lender hereunder with respect to new or replacement Note, as appropriate, in the New Term Commitment and the New Term Loans made pursuant thereto and (iv) each installment of principal due on the Term Loans (other than the final installment) shall be increased by 0.25% of the aggregate principal amount of such New Term Loans and the remaining aggregate principal amount of all such New Term Loans shall be due and payable on the Lender’s Term Loan Maturity Date. The Administrative Agent shall notify Lenders promptly upon receipt within 2 Business Days of the Borrower’s notice of each Increased Amount Date and, in respect thereof, the New Term Commitments and the New Term Lenders, subject to the assignments contemplated by this Section. The terms and provisions effectiveness of the New Term Loans shall be identical to the terms and provisions of the Term Loansapplicable increase. (i) Section 4.2 of the Credit Agreement is hereby amended to (i) replace the words “the Borrower or any of its Subsidiaries” in clause (c) thereof with the words “any Subsidiary of Holdings” and (ii) replace the date “December 31, 2007” in clause (d) thereof with “December 31, 2008”. (j) Section 5.16 of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

Additional Term Loans. The Borrower may, by written notice to the Administrative Agent, elect to request the establishment of one or more new term loan commitments (the “New Term Commitments”), in an amount not in excess of $50,000,000 in the aggregate current Flex-Debt Amount and not less than $10,000,000 25,000,000 individually (or such lesser amount which shall be approved by the Administrative Agent), and integral multiples of $1,000,000 in excess of that amount$25,000,000. Each such notice shall specify (Aa) the date (each an “Increased Amount Date”) on which the Borrower proposes that the New Term Commitments shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent (and, if proceeds will be used to defease or repay any IASG Notes, which Increased Amount Date shall be the Amendment Effective Date) and (Bb) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Term Lender”) to whom the Borrower proposes any portion of such New Term Commitments be allocated and which proposed New Term Lenders shall be reasonably acceptable to the amounts of such allocationsAdministrative Agent; provided that the Administrative Agent may elect or decline to arrange such New Term Commitments in its sole discretion discretion, allocations shall be proposed by the Administrative Agent (or, if the Administrative Agent elects to not arrange, by the arranger of such New Term Commitments) and shall be reasonably acceptable to the Borrower, and any Lender approached to provide all or a portion of the New Term Commitments may elect or decline, in its sole discretion, to provide a New Term Commitment. Such New Term Commitments shall become effective, effective as of such Increased Amount Date; provided that, (1) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Term Commitments; (2) both before and after giving effect to the making of any New Term Loans, each of the conditions set forth in Section 6.2 of the Credit Agreement 3.02 shall be satisfied; (3) Holdings the Borrower shall be in pro forma compliance with each of the covenants set forth in Section 8.1 of 5.04, calculated by taking into account (x) EBITDA for the Credit Agreement as of the last day of the four Fiscal Quarter period most recently then ended fiscal quarter after giving effect to such New Term Commitments; (4) the New Term Commitments shall be effected for which financial statements have been delivered pursuant to one Section 5.03(b) or more Joinder Agreements dated as of the applicable Increased Amount Date and executed and delivered by the Borrower, each New Term Lender and the Administrative Agent, and each of which shall be recorded in the Register, and each New Term Lender shall be subject to the requirements set forth in Section 4.10(e) of the Credit Agreement; and (5) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction. On any Increased Amount Date, subject to the satisfaction of the foregoing terms and conditions (i) each New Term Lender shall make a Loan to the Borrower (a “New Term Loan”) in an amount equal to its New Term Commitment, (ii) each New Term Commitment shall be deemed for all purposes a Term Commitment and each New Term Loan made thereunder shall be deemed for all purposes a Term Loan, (iii) each New Term Lender shall become a Lender hereunder with respect to the New Term Commitment and the New Term Loans made pursuant thereto and (iv) each installment of principal due on the Term Loans (other than the final installment) shall be increased by 0.25% of the aggregate principal amount of such New Term Loans and the remaining aggregate principal amount of all such New Term Loans shall be due and payable on the Term Loan Maturity Date. The Administrative Agent shall notify Lenders promptly upon receipt of the Borrower’s notice of each Increased Amount Date and, in respect thereof, the New Term Commitments and the New Term Lenders, subject to the assignments contemplated by this Section. The terms and provisions of the New Term Loans shall be identical to the terms and provisions of the Term Loans. (i) Section 4.2 of the Credit Agreement is hereby amended to (i) replace the words “the Borrower or any of its Subsidiaries” in clause (c) thereof with the words “any Subsidiary of Holdings” and (ii) replace the date “December 31, 2007” in clause (d) thereof with “December 31, 2008”. (j) Section 5.16 of the Credit Agreement is hereby deleted in its entirety and replaced with the following:giving pro

Additional Term Loans. The Borrower mayUnless a Default or an Event of Default has occurred and is continuing, the Borrowers may request, by written notice to the Administrative AgentAgent at any time during the period beginning on the Restatement Date to but excluding the Term Maturity Date, elect to request the establishment of one or more new term loan commitments that additional Term Loans be made (the “New Additional Term CommitmentsLoans”); provided, in an amount not in excess of $50,000,000 however, that after giving effect to any increases in the Total Revolving Credit Commitment effected pursuant to §2.11 and the making of such Additional Term Loans, the Total Revolving Credit Commitment and the aggregate and outstanding principal balance of the Term Loans shall not less than exceed $10,000,000 individually (or such lesser amount which shall be approved by the Administrative Agent), and integral multiples of $1,000,000 in excess of that amount900,000,000. Each such notice shall specify borrowing of Additional Term Loans must be in aggregate minimum amounts of $25,000,000; provided that (Aa) the maturity date for the Additional Term Loans shall be the Term Maturity Date, (each an “Increased Amount Date”b) on which the Borrower proposes that the New Term Commitments Representative shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is have delivered to the Administrative Agent (and, if proceeds will be used to defease a certificate in the form of Exhibit D-1 hereto signed by the chief financial officer or repay any IASG Notes, which Increased Amount Date shall be the Amendment Effective Date) and (B) the identity treasurer of each Lender or other Person that is an Eligible Assignee (each, a “New Term Lender”) to whom the Borrower proposes any portion of such New Term Commitments be allocated and the amounts of such allocations; provided that the Administrative Agent may elect or decline to arrange such New Term Commitments in its sole discretion and any Lender approached to provide all or a portion of the New Term Commitments may elect or decline, in its sole discretion, to provide a New Term Commitment. Such New Term Commitments shall become effective, as of such Increased Amount Date; provided that, (1) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Term Commitments; (2) both before and after giving effect to the making of any New Term Loans, each of the conditions set Representative setting forth in Section 6.2 of the Credit Agreement shall be satisfied; (3) Holdings shall be in pro forma computations evidencing compliance with each of the covenants set forth contained in Section 8.1 of the Credit Agreement §§10.1, 10.2, 10.4, and 10.11 as of the last day of the most recently ended fiscal quarter for which financial statements are available and determined on a pro forma basis after giving effect to any such requested making of Additional Term Loans and if an increase in the Total Revolving Credit Commitment has also been requested pursuant to §2.11 at such time, giving effect to any such requested increase in the Total Revolving Credit Commitment (assuming the full utilization of the increased Total Revolving Credit Commitment), and, certifying that, both before and after giving effect to such New requested making of Additional Term Commitments; (4) Loans and, if applicable, such increase in the New Total Revolving Credit Commitment, no Default or Event of Default exists or will exist under this Credit Agreement or any other Loan Document, and that after taking into account such requested making of Additional Term Commitments shall be effected pursuant to one or more Joinder Agreements dated Loans at such time and, if applicable, such increase in the Total Revolving Credit Commitment, no default will exist as of the effective date of such increase or thereafter, (c) such Additional Term Loans and/or increase to the Total Revolving Credit Commitment shall be on the same terms and conditions applicable Increased Amount Date to this Credit Agreement, (d) any Term Loan Lender which is a party to this Credit Agreement prior to a request for Additional Term Loans, at its sole discretion, may elect to make an Additional Term Loan but shall not have an obligation to make an Additional Term Loan, and executed and delivered by (e) in the Borrowerevent that, in the case of a request for Additional Term Loans, each New Term Loan Lender and does not elect to make an Additional Term Loan, the Administrative AgentJoint Lead Arrangers shall use commercially reasonable efforts to locate additional lenders, and each of which shall be recorded in the Register, and each New Term Lender shall be subject to the requirements set forth in Section 4.10(eBorrowers’ approval of such lenders (such approval not to be unreasonably withheld) willing to hold commitments for the making of Additional Term Loans. In the case of the Credit Agreement; and making of Additional Term Loans, changes shall be made by way of supplement, amendment or restatement of any of the Loan Documents as may be necessary or desirable to reflect the aggregate amount, if any, by which Term Lenders have agreed to make Additional Term Loans, in each case notwithstanding anything in §26 to the contrary, without the consent of any Lender other than those Lenders making Additional Term Loans (5) it being understood that the Borrower Administrative Agent shall deliver execute any such supplement, amendment or cause to restatement as may be delivered any legal opinions or other documents reasonably requested by the Administrative Agent Borrowers and necessary or desirable in connection with any such transaction. On any Increased Amount Date, subject to the satisfaction making of the foregoing terms and conditions (i) each New Term Lender shall make a Loan to the Borrower (a “New Term Loan”) in an amount equal to its New Term Commitment, (ii) each New Term Commitment shall be deemed for all purposes a Term Commitment and each New Term Loan made thereunder shall be deemed for all purposes a Term Loan, (iii) each New Term Lender shall become a Lender hereunder with respect to the New Term Commitment and the New Additional Term Loans made permitted pursuant thereto and (iv) each installment to this §3.7). The fees payable by the Borrowers upon the making of principal due on the Term Loans (other than the final installment) shall be increased by 0.25% of the aggregate principal amount of such New Term Loans and the remaining aggregate principal amount of all such New Additional Term Loans shall be due and payable on agreed upon by the Term Loan Maturity Date. The Administrative Agent shall notify Lenders promptly upon receipt of the Borrower’s notice of each Increased Amount Date and, in respect thereof, the New Term Commitments Joint Lead Arrangers and the New Term LendersBorrowers at the time of such increase. Notwithstanding the foregoing, subject nothing in this §3.7 shall constitute or be deemed to the assignments contemplated constitute an agreement by this Section. The terms and provisions of the New Term Loans shall be identical any Lender to the terms and provisions of the make Additional Term Loans. (i) Section 4.2 of the Credit Agreement is hereby amended to (i) replace the words “the Borrower or any of its Subsidiaries” in clause (c) thereof with the words “any Subsidiary of Holdings” and (ii) replace the date “December 31, 2007” in clause (d) thereof with “December 31, 2008”. (j) Section 5.16 of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

Additional Term Loans. The Borrower may, at its option, on one or more occasions prior to the Maturity Date, seek to receive one or more additional term loans pursuant to this Section 2.20 (each an “Additional Term Loan”). The Borrower may request Additional Term Loans in a minimum aggregate amount for all Additional Term Loans to be made on a specified day of not less than $50,000,000 or an increment of $5,000,000 in excess thereof by written notice to the Administrative Agent, elect to request the establishment of one or more new term loan commitments (the “New Term Commitments”), in an amount not in excess of $50,000,000 in the aggregate and not less than $10,000,000 individually (or such lesser amount which notice shall be approved by the Administrative Agent), delivered at a time when no Default has occurred and integral multiples of $1,000,000 in excess of that amount. Each such is continuing and which notice shall specify (Aa) the proposed date of such Additional Term Loans, which shall (i) be a Business Day upon which a new Interest Period will commence with respect to all outstanding Loans (by virtue of either the expiry of pre-existing Interest Periods or an election made by the Borrower pursuant to Section 2.08) and (ii) be not less than ten Business Days (or such shorter period as may be acceptable to the Administrative Agent and the Persons making the Additional Term Loans (each an “Increased Amount DateAdditional Lender”) on which the Borrower proposes that the New Term Commitments shall be effective)), which shall be a date not less nor more than 10 Business Days forty-five days after the date of such notice, (b) the aggregate amount of such Additional Term Loans, (c) the Type of Loans selected and (d) in the case of a Eurodollar Rate Loan Borrowing, the Interest Period applicable thereto; provided, that the aggregate amount of all Additional Term Loans made pursuant to this Section 2.20 shall not exceed $300,000,000 (resulting in a maximum Aggregate Loan Amount of $600,000,000). The Borrower may, after giving such notice, offer the Additional Term Loan on which such notice is delivered either a ratable basis to the Lenders or a non pro-rata basis to one or more Lenders and/or to other banks or entities reasonably acceptable to the Administrative Agent (and, if proceeds will be used to defease or repay any IASG Notes, which Increased Amount Date shall be the Amendment Effective Date) and (B) the identity of each Agent. Any Lender or other Person that is an Eligible Assignee (each, a “New Term Lender”) to whom the Borrower proposes any portion of such New Term Commitments be allocated and the amounts of such allocations; provided that the Administrative Agent may elect or decline to arrange such New Term Commitments in its sole discretion and any Lender approached to provide all or a portion of the New Term Commitments may elect or declinemay, in its sole discretion, accept or reject any offer from the Borrower to provide a New make an Additional Term CommitmentLoan. Such New No consent of any Lender (other than the Lenders participating in such Additional Term Commitments Loan) shall become effectivebe required for any Additional Term Loan pursuant to this Section 2.20. No Additional Term Loans shall be required to be made unless (a) the Additional Lenders, as the Borrower and the Administrative Agent shall have entered into an agreement in form reasonably satisfactory to the Administrative Agent pursuant to which (i) each Additional Lender shall agree to the amount of the new Additional Term Loan to be made by it, (ii) each Additional Lender not party to this Agreement prior to the date of such Increased Amount Date; provided thatAdditional Term Loan shall agree to assume and accept the obligations and rights of a Lender hereunder, (1iii) no Default or Event the Borrower shall deliver a certificate of Default shall exist a Responsible Officer of the Borrower dated the date of the making of the new Additional Term Loans in form and substance satisfactory to the Administrative Agent evidencing the Borrower’s compliance, on such Increased Amount Date before or after giving effect to such New Term Commitments; (2) both before and a pro forma basis after giving effect to the making of any New proposed Additional Term Loans, each of with the conditions set forth in Section 6.2 of the Credit Agreement shall be satisfied; (3) Holdings shall be in pro forma compliance with each of the financial covenants set forth in Section 8.1 of the Credit Agreement herein recomputed as of the last day of the most recently ended fiscal quarter after giving effect to such New Term Commitments; of the Borrower for which financial statements are available, and (4b) the New Term Commitments conditions set forth in paragraphs (a) and (b) of Section 4.02 shall be effected pursuant to one or more Joinder Agreements dated as of the applicable Increased Amount Date and executed and delivered by the Borrower, each New Term Lender satisfied and the Administrative Agent, Agent shall have received a certificate to that effect dated such date and each of which shall be recorded in the Register, and each New Term Lender shall be subject to the requirements set forth in Section 4.10(e) executed by a Responsible Officer of the Credit Agreement; and (5) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Administrative Agent in connection Borrower. Substantially contemporaneously with any such transaction. On any Increased Amount Date, subject to the satisfaction of the foregoing conditions, each Additional Lender shall make available to the Administrative Agent for the account of the Borrower the amount of its Additional Term Loan in immediately available funds as set forth in Section 2.03(b). Each Additional Term Loan shall be a “Loan” hereunder subject to all the terms and conditions (i) each New Term Lender shall make a Loan to the Borrower (a “New Term Loan”) in an amount equal to its New Term Commitment, (ii) each New Term Commitment shall be deemed for all purposes a Term Commitment and each New Term Loan made thereunder shall be deemed for all purposes a Term Loan, (iii) each New Term Lender shall become a Lender hereunder with respect to the New Term Commitment and the New Term Loans made pursuant thereto and (iv) each installment of principal due on the Term Loans (other than the final installment) shall be increased by 0.25% of the aggregate principal amount of such New Term Loans and the remaining aggregate principal amount of all such New Term Loans shall be due and payable on the Term Loan Maturity Date. The Administrative Agent shall notify Lenders promptly upon receipt of the Borrower’s notice of each Increased Amount Date and, in respect thereof, the New Term Commitments and the New Term Lenders, subject to the assignments contemplated by this Section. The terms and provisions of the New Term Loans shall be identical to the terms and provisions of the Term Loanshereof. (i) Section 4.2 of the Credit Agreement is hereby amended to (i) replace the words “the Borrower or any of its Subsidiaries” in clause (c) thereof with the words “any Subsidiary of Holdings” and (ii) replace the date “December 31, 2007” in clause (d) thereof with “December 31, 2008”. (j) Section 5.16 of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

Additional Term Loans. The Borrower maymay at any time and from time to time prior to December 31, 2000, at its sole cost and expense, request any one or more of the Lenders to make (such decision to be within the sole and absolute discretion of such Lender) additional term loans, or any other Person reasonably satisfactory to the Administrative Agent and the Issuing Bank to make additional term loans, by written notice submitting a Term Loan Supplement duly executed by the Borrower and each such Lender or other Person, as the case may be. If such Term Loan Supplement is in all respects reasonably satisfactory to the Administrative Agent, elect the Administrative Agent shall execute such Term Loan Supplement and deliver a copy thereof to request the establishment of one Borrower and each such Lender or more new other Person, as the case may be. Each - 20 - Credit Agreement ---------------- such Lender and each such other Person shall make a term loan commitments to the Borrower on the effective date of such Term Loan Supplement (the “New Term Commitments”which shall in no event be after December 31, 2000), and upon making its term loan, such other Person shall become a party hereto and shall for all purposes of the Loan Documents be deemed a "Lender"; provided, however, that: (A) immediately after giving effect thereto, the sum of the Aggregate Revolving Commitment Amount and the aggregate outstanding principal balance of the Term Loans shall not exceed $700,000,000; (B) each such extension of additional term loans shall be in an aggregate amount not in excess of $50,000,000 in the aggregate and not less than $10,000,000 individually (or such lesser amount which shall be approved by the Administrative Agent), and plus an integral multiples multiple of $1,000,000 in excess of that amount. Each 5,000,000; (C) additional term loans shall not be made on more than two occasions; (D) each such notice other Person shall specify (A) the date (each an “Increased Amount Date”) on which the Borrower proposes that the New Term Commitments shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is have delivered to the Administrative Agent (andand the Borrower all forms, if proceeds will any, that are required to be used to defease or repay any IASG Notes, which Increased Amount Date shall be the Amendment Effective Date) and (B) the identity of each Lender or delivered by such other Person that is an Eligible Assignee (each, a “New Term Lender”) to whom the Borrower proposes any portion of such New Term Commitments be allocated and the amounts of such allocations; provided that the Administrative Agent may elect or decline to arrange such New Term Commitments in its sole discretion and any Lender approached to provide all or a portion of the New Term Commitments may elect or decline, in its sole discretion, to provide a New Term Commitment. Such New Term Commitments shall become effective, as of such Increased Amount Date; provided that, (1) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Term Commitments; (2) both before and after giving effect to the making of any New Term Loans, each of the conditions set forth in Section 6.2 of the Credit Agreement shall be satisfied; (3) Holdings shall be in pro forma compliance with each of the covenants set forth in Section 8.1 of the Credit Agreement as of the last day of the most recently ended fiscal quarter after giving effect to such New Term Commitments; (4) the New Term Commitments shall be effected pursuant to one or more Joinder Agreements dated as of the applicable Increased Amount Date and executed and delivered by the Borrower, each New Term Lender and the Administrative Agent, and each of which shall be recorded in the Register, and each New Term Lender shall be subject to the requirements set forth in Section 4.10(e) of the Credit Agreement3.10; and and (5E) the Borrower shall deliver or cause have delivered to be delivered any legal opinions or other documents reasonably requested by the Administrative Agent and each Lender a certificate of a Financial Officer thereof demonstrating pro-forma compliance with the terms of this Agreement through the Maturity Date, and the Administrative Agent shall have received such certificates, legal opinions and other items as it shall reasonably request in connection with any such transaction. On any Increased Amount Date, subject to the satisfaction of the foregoing terms and conditions (i) each New Term Lender shall make a Loan to the Borrower (a “New Term Loan”) in an amount equal to its New Term Commitment, (ii) each New Term Commitment shall be deemed for all purposes a Term Commitment and each New Term Loan made thereunder shall be deemed for all purposes a Term Loan, (iii) each New Term Lender shall become a Lender hereunder with respect to the New Term Commitment and the New Term Loans made pursuant thereto and (iv) each installment of principal due on the Term Loans (other than the final installment) shall be increased by 0.25% of the aggregate principal amount of such New Term Loans and the remaining aggregate principal amount of all such New Term Loans shall be due and payable on the Term Loan Maturity Date. The Administrative Agent shall notify Lenders promptly upon receipt of the Borrower’s notice of each Increased Amount Date and, in respect thereof, the New Term Commitments and the New Term Lenders, subject to the assignments contemplated by this Section. The terms and provisions of the New Term Loans shall be identical to the terms and provisions of the Term Loansadditional term loans. (i) Section 4.2 of the Credit Agreement is hereby amended to (i) replace the words “the Borrower or any of its Subsidiaries” in clause (c) thereof with the words “any Subsidiary of Holdings” and (ii) replace the date “December 31, 2007” in clause (d) thereof with “December 31, 2008”. (j) Section 5.16 of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

Additional Term Loans. The So long as no Default or Event of --------------------- Default then exists or would result therefrom, the Borrower mayshall have the right at any time on or after January 1, by written notice 1999 and on or prior to the Administrative AgentAugust 5, elect 2000 to request the establishment of on two occasions that one or more new term loan commitments Banks provide Additional Term Loan Commitments to make Additional Term Loans, it being understood and agreed, however, that (i) all Additional Term Loans made pursuant to Section 1.01(a)(B) and this Section 1.14 pursuant to each such request shall be made on a single date within 30 days after any such request is made by the “New Borrower as provided above, provided that all such Additional Term Commitments”Loans shall be required to be incurred on or prior to August 5, 2000, (ii) no Bank shall be obligated to provide an Additional Term Loan Commitment or make any Additional Term Loans as a result of any such request by the Borrower, (iii) any Bank may provide an Additional Term Loan Commitment (and make an Additional Term Loan pursuant thereto) without the consent of any other Bank but with the consent of the Administrative Agent (which consent shall not be unreasonably withheld), in an amount not in excess of $50,000,000 in (iv) the aggregate principal amount of all Additional Term Loans permitted to be made pursuant to Section 1.01(a)(B) and not this Section 1.14 shall be $250,000,000, and to the extent that such amount is less than $10,000,000 individually (or 250,000,000, such lesser amount which shall be approved by the Administrative Agent), at least $10,000,000 and in integral multiples of $1,000,000 in excess thereof, (v) if, after the Borrower has requested the then existing Banks to provide Additional Term Loan Commitments pursuant to this Section 1.14, the Borrower has not received Additional Term Loan Commitments in an aggregate amount equal to that amount of that amount. Each such notice shall specify (A) the date (each an “Increased Amount Date”) on Additional Term Loans which the Borrower proposes that desires to incur pursuant to such request (as set forth in the New notice provided by the Borrower as provided below), then the Borrower may, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld), request Additional Term Loan Commitments from Persons which would qualify as Eligible Transferees hereunder in an aggregate amount equal to such deficiency, and (vi) all actions taken by the Borrower pursuant to this Section 1.14 shall be effective, which shall be a date not done in coordination with the Administrative Agent. Not less than 10 Business Days after 30 days, but no more than 60 days, prior to each proposed Additional Term Loan Borrowing Date, the date on which such notice is delivered Borrower shall deliver to the Administrative Agent (and, if proceeds will be used a notice indicating that the Borrower desires to defease or repay any IASG Notesincur Additional Term Loans pursuant to Section 1.01(a)(B) and this Section 1.14, which Increased Amount notice shall specify the proposed Additional Term Loan Borrowing Date and the aggregate principal amount of Additional Term Loans that the Borrower desires to incur on such date. The Administrative Agent shall promptly transmit a copy of such notice to the Banks, together with such other information as the Administrative Agent considers necessary in connection therewith (including any fees that the Borrower has agreed to pay to those Banks which will provide the Additional Term Loans to be made pursuant to such request). Together with each notice delivered by the Amendment Effective DateBorrower to the Administrative Agent pursuant to this Section 1.14, the Borrower also shall deliver evidence satisfactory to the Administrative Agent, including an officer's certificate of the Borrower (accompanied by any required financial calculations in reasonable detail) and (B) an opinion of counsel for the identity of each Lender or other Person Borrower, that is an Eligible Assignee (each, a “New Term Lender”) to whom the Borrower proposes any portion incurrence of such New Additional Term Commitments be allocated and Loans does not violate the amounts terms of the Senior Note Documents, which opinion of counsel also shall cover such allocations; provided that other customary matters as the Administrative Agent may elect or decline reasonably request. In connection with each incurrence of Additional Term Loans pursuant to arrange such New Term Commitments in its sole discretion Section 1.01(a)(B) and any Lender approached to provide all or a portion of this Section 1.14, the New Term Commitments may elect or decline, in its sole discretion, to provide a New Term Commitment. Such New Term Commitments shall become effective, as of such Increased Amount Date; provided Banks hereby agree that, (1) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Term Commitments; (2) both before and after giving effect notwithstanding anything to the making contrary contained in this Agreement, the Borrower and the Administrative Agent shall take all such actions as may be necessary to ensure that all Banks with outstanding Term Loans (including the Additional Term Loans to be made on the respective Additional Term Loan Borrowing Date) participate in each Borrowing of any New outstanding Term Loans on a pro rata basis (including by having such Additional Term Loans spread --- ---- out over the then outstanding Borrowings of Term Loans on a pro rata basis even --- ---- though as a result thereof such Additional Term Loans may effectively have a shorter Interest Period than the then existing Term Loans), and it is hereby agreed that to the extent such Additional Term Loans are spread out over the then outstanding Borrowings of Term Loans, each the Banks that have made such Additional Term Loans shall be entitled to receive an effective interest rate on such Additional Term Loans equal to the Eurodollar Rate as in effect two Business Days prior to the incurrence of such Additional Term Loans plus the then Applicable Margin until the end of the conditions set forth in Section 6.2 of then respective current Interest Periods. To the Credit Agreement shall be satisfied; (3) Holdings shall be in pro forma compliance with each of the covenants set forth in Section 8.1 of the Credit Agreement as of the last day of the most recently ended fiscal quarter after giving effect extent that any Person that is not already a then existing Bank is going to such New make an Additional Term Commitments; (4) the New Term Commitments shall be effected Loan pursuant to one or more Joinder Agreements dated Section 1.01(a)(B) and this Section 1.14, such Person shall enter into such documentation as of the applicable Increased Amount Date and executed and delivered by the Borrower, each New Term Lender and the Administrative Agent, and each of which shall may reasonably be recorded in the Register, and each New Term Lender shall be subject to the requirements set forth in Section 4.10(e) of the Credit Agreement; and (5) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Administrative Agent in connection with any to join such transaction. On any Increased Amount Date, subject Person as a "Bank" party to the satisfaction of the foregoing terms and conditions (i) each New Term Lender shall make a Loan to the Borrower (a “New Term Loan”) in an amount equal to its New Term Commitment, (ii) each New Term Commitment shall be deemed for all purposes a Term Commitment and each New Term Loan made thereunder shall be deemed for all purposes a Term Loan, (iii) each New Term Lender shall become a Lender hereunder with respect to the New Term Commitment and the New Term Loans made pursuant thereto and (iv) each installment of principal due on the Term Loans (other than the final installment) shall be increased by 0.25% of the aggregate principal amount of such New Term Loans and the remaining aggregate principal amount of all such New Term Loans shall be due and payable on the Term Loan Maturity Date. The Administrative Agent shall notify Lenders promptly upon receipt of the Borrower’s notice of each Increased Amount Date and, in respect thereof, the New Term Commitments and the New Term Lenders, subject to the assignments contemplated by this Section. The terms and provisions of the New Term Loans shall be identical to the terms and provisions of the Term LoansAgreement. (i) Section 4.2 of the Credit Agreement is hereby amended to (i) replace the words “the Borrower or any of its Subsidiaries” in clause (c) thereof with the words “any Subsidiary of Holdings” and (ii) replace the date “December 31, 2007” in clause (d) thereof with “December 31, 2008”. (j) Section 5.16 of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

Additional Term Loans. The Borrower may, by written notice to the Administrative Agent, in connection with the concurrent refinancing in full of any outstanding Tranche B-1 Term Loans, elect to request the establishment of one or more new term loan commitments (the “New Term Commitments”), in an aggregate amount not in excess of $50,000,000 in the aggregate and not less than $10,000,000 individually principal amount of Tranche B-1 Term Loans outstanding at the time of the incurrence of such new Loans (or such lesser amount which the “New Term Loans”); provided that the proceeds of the New Term Loans shall be approved by the Administrative Agent), used only to refinance in full all outstanding Tranche B-1 Term Loans (if any) and integral multiples of $1,000,000 in excess of that amountto pay any related fees and expenses. Each such Such notice shall specify (Aa) the date (each an the “Increased Amount Date”) on which the Borrower proposes that the New Term Commitments shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent (and, if proceeds will or such shorter period as may be used to defease or repay any IASG Notes, which Increased Amount Date shall be approved by the Amendment Effective DateAdministrative Agent) and (Bb) the identity of each Lender or other Person that is (who shall be an Eligible Assignee Assignee) (each, a “New Term Lender”) to whom the Borrower proposes any portion of such New Term Commitments be allocated and the amounts of such allocations; provided that the Administrative Agent may elect or decline to arrange such New Term Commitments in its sole discretion and any Lender approached to provide all or a portion of the New Term Commitments may elect or decline, in its sole discretion, to provide a New Term Commitment. Such New Term Commitments shall become effective, effective as of such the Increased Amount Date; provided that, that (1i) no Default or Event of Default shall exist on such the Increased Amount Date before or after giving effect to such New Term Commitments; , (2ii) both before and after giving effect to the making of any New Term Loans, each of the conditions set forth in Section 6.2 of the Credit Agreement shall be satisfied; , (3) Holdings shall be in pro forma compliance with each of the covenants set forth in Section 8.1 of the Credit Agreement as of the last day of the most recently ended fiscal quarter after giving effect to such New Term Commitments; (4iii) the New Term Commitments shall be effected pursuant to one or more Joinder Agreements dated as of the applicable Increased Amount Date and executed and delivered by the Borrower, each New Term Lender and the Administrative Agent, and each of which shall be recorded in the Register, and each New Term Lender shall be subject to the requirements set forth in Section 4.10(e) of the Credit Agreement; ), and (5iv) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction. On any the Increased Amount Date, subject to the satisfaction of the foregoing terms and conditions (ia) each New Term Lender shall make a New Term Loan to the Borrower (a “New Term Loan”) in an amount equal to its New Term Commitment, (iib) each New Term Commitment shall be deemed for all purposes a Term Commitment and each New Term Loan made thereunder shall be deemed for all purposes a Term Loan, Loan and (iiic) each New Term Lender shall become a Lender hereunder with respect to the its New Term Commitment and the New Term Loans made pursuant thereto and (iv) each installment of principal due on the Term Loans (other than the final installment) shall be increased by 0.25% of the aggregate principal amount of such New Term Loans and the remaining aggregate principal amount of all such New Term Loans shall be due and payable on the Term Loan Maturity Datethereto. The Administrative Agent shall notify the Lenders promptly upon receipt of the Borrower’s notice of each the Increased Amount Date and, in respect thereofDate, the New Term Commitments and the New Term Lenders, subject to the assignments contemplated by this Section. The terms and provisions of the New Term Loans and New Term Commitments shall be identical be, except as otherwise set forth herein or in the applicable Joinder Agreement, substantially similar to the terms and provisions of the Tranche B-2 Term Loans. , except that: (i) Section 4.2 the weighted average life to maturity of all New Term Loans shall be no shorter than the weighted average life to maturity of the Credit Agreement is hereby amended to (i) replace the words “the Borrower or any of its Subsidiaries” in clause (c) thereof with the words “any Subsidiary of Holdings” and Tranche B-2 Terms Loans, (ii) replace the maturity date “December 31of all New Term Loans shall be no shorter than the Tranche B-2 Term Loan Maturity Date, 2007” and (iii) the Applicable Margins applicable to the New Term Loans shall be determined by the Borrower and the applicable new Lenders and shall be set forth in clause each applicable Joinder Agreement; provided, however, that the yield applicable to the New Term Loans (dafter giving effect to all upfront or similar fees or original issue discount payable with respect to such New Term Loans) thereof shall not be greater than the yield with “December 31respect to the Tranche B-2 Term Loans or any Modified Term Loans unless the yield with respect to the Tranche B-2 Term Loans and the Modified Term Loans, 2008”. if any, is increased so as to cause such yield to equal the yield then applicable to the New Term Loans (j) Section 5.16 after giving effect to all upfront or similar fees and original issue discount payable with respect to such New Term Loans). Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Credit Agreement is hereby deleted Administrative Agent, to effectuate the provisions of this Section 2.4, including, without limitation, to include appropriately the New Term Lenders in its entirety any determination of Required Lenders and replaced Majority Facility Lenders, and to incorporate appropriately any New Term Loans into the definition of Subfacility. Each Group Member agrees to cooperate with the following:Administrative Agent to take such actions as the Administrative Agent may reasonably request to ensure that the Obligations, including all Loans, are guaranteed by the Guarantors and are secured by all of the Collateral.

Additional Term Loans. The Borrower mayUnless a Default or an Event of Default has occurred and is continuing, the Borrowers may request, by written notice to the Administrative AgentAgent at any time during the period beginning on the Restatement Date to but excluding the Term Maturity Date, elect to request the establishment of one or more new term loan commitments that additional Term Loans be made (the “New Additional Term CommitmentsLoans”); provided, in an amount not in excess of $50,000,000 however, that after giving effect to any increases in the Total Revolving Credit Commitment effected pursuant to §2.11 and the making of such Additional Term Loans, the Total Revolving Credit Commitment and the aggregate and outstanding principal balance of the Term Loans shall not less than exceed $10,000,000 individually (or such lesser amount which shall be approved by the Administrative Agent), and integral multiples of $1,000,000 in excess of that amount850,000,000. Each such notice shall specify borrowing of Additional Term Loans must be in aggregate minimum amounts of $25,000,000; provided that (Aa) the maturity date for the Additional Term Loans shall be the Term Maturity Date, (each an “Increased Amount Date”b) on which the Borrower proposes that the New Term Commitments Representative shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is have delivered to the Administrative Agent (and, if proceeds will be used to defease a certificate in the form of Exhibit D-1 hereto signed by the chief financial officer or repay any IASG Notes, which Increased Amount Date shall be the Amendment Effective Date) and (B) the identity treasurer of each Lender or other Person that is an Eligible Assignee (each, a “New Term Lender”) to whom the Borrower proposes any portion of such New Term Commitments be allocated and the amounts of such allocations; provided that the Administrative Agent may elect or decline to arrange such New Term Commitments in its sole discretion and any Lender approached to provide all or a portion of the New Term Commitments may elect or decline, in its sole discretion, to provide a New Term Commitment. Such New Term Commitments shall become effective, as of such Increased Amount Date; provided that, (1) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Term Commitments; (2) both before and after giving effect to the making of any New Term Loans, each of the conditions set Representative setting forth in Section 6.2 of the Credit Agreement shall be satisfied; (3) Holdings shall be in pro forma computations evidencing compliance with each of the covenants set forth contained in Section 8.1 of the Credit Agreement §§10.1, 10.2, 10.3, 10.4, and 10.11 as of the last day of the most recently ended fiscal quarter for which financial statements are available and determined on a pro forma basis after giving effect to any such requested making of Additional Term Loans and if an increase in the Total Revolving Credit Commitment has also been requested pursuant to §2.11 at such time, giving effect to any such requested increase in the Total Revolving Credit Commitment (assuming the full utilization of the increased Total Revolving Credit Commitment), and, certifying that, both before and after giving effect to such New requested making of Additional Term Commitments; (4) Loans and, if applicable, such increase in the New Total Revolving Credit Commitment, no Default or Event of Default exists or will exist under this Credit Agreement or any other Loan Document, and that after taking into account such requested making of Additional Term Commitments shall be effected pursuant to one or more Joinder Agreements dated Loans at such time and, if applicable, such increase in the Total Revolving Credit Commitment, no default will exist as of the effective date of such increase or thereafter, (c) such increase shall be on the same terms and conditions applicable Increased Amount Date to this Credit Agreement, (d) any Term Loan Lender which is a party to this Credit Agreement prior to a request for Additional Term Loans, at its sole discretion, may elect to make an Additional Term Loan but shall not have an obligation to make an Additional Term Loan, and executed and delivered by (e) in the Borrowerevent that, in the case of a request for Additional Term Loans, each New Term Loan Lender and does not elect to make an Additional Term Loan, the Administrative AgentJoint Lead Arrangers shall use commercially reasonable efforts to locate additional lenders, and each of which shall be recorded in the Register, and each New Term Lender shall be subject to the requirements set forth in Section 4.10(eBorrowers’ approval of such lenders (such approval not to be unreasonably withheld) willing to hold commitments for the making of Additional Term Loans. In the case of the Credit Agreement; and making of Additional Term Loans, changes shall be made by way of supplement, amendment or restatement of any of the Loan Documents as may be necessary or desirable to reflect the aggregate amount, if any, by which Term Lenders have agreed to make Additional Term Loans, in each case notwithstanding anything in §26 to the contrary, without the consent of any Lender other than those Lenders making Additional Term Loans (5) it being understood that the Borrower Administrative Agent shall deliver execute any such supplement, amendment or cause to restatement as may be delivered any legal opinions or other documents reasonably requested by the Administrative Agent Borrowers and necessary or desirable in connection with any such transaction. On any Increased Amount Date, subject to the satisfaction making of the foregoing terms and conditions (i) each New Term Lender shall make a Loan to the Borrower (a “New Term Loan”) in an amount equal to its New Term Commitment, (ii) each New Term Commitment shall be deemed for all purposes a Term Commitment and each New Term Loan made thereunder shall be deemed for all purposes a Term Loan, (iii) each New Term Lender shall become a Lender hereunder with respect to the New Term Commitment and the New Additional Term Loans made permitted pursuant thereto and (iv) each installment to this §3.7). The fees payable by the Borrowers upon the making of principal due on the Term Loans (other than the final installment) shall be increased by 0.25% of the aggregate principal amount of such New Term Loans and the remaining aggregate principal amount of all such New Additional Term Loans shall be due and payable on agreed upon by the Term Loan Maturity Date. The Administrative Agent shall notify Lenders promptly upon receipt of the Borrower’s notice of each Increased Amount Date and, in respect thereof, the New Term Commitments Joint Lead Arrangers and the New Term LendersBorrowers at the time of such increase. Notwithstanding the foregoing, subject nothing in this §3.7 shall constitute or be deemed to the assignments contemplated constitute an agreement by this Section. The terms and provisions of the New Term Loans shall be identical any Lender to the terms and provisions of the make Additional Term Loans. (i) Section 4.2 of the Credit Agreement is hereby amended to (i) replace the words “the Borrower or any of its Subsidiaries” in clause (c) thereof with the words “any Subsidiary of Holdings” and (ii) replace the date “December 31, 2007” in clause (d) thereof with “December 31, 2008”. (j) Section 5.16 of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

Additional Term Loans. The Borrower may, by written notice to the Administrative Agent, elect to request the establishment of one or more new term loan commitments (the “New Term Commitments”), in an amount not in excess of $50,000,000 125,000,000 in the aggregate and not less than $10,000,000 25,000,000 individually (or such lesser amount which shall be approved by the Administrative Agent), and integral multiples of $1,000,000 in excess of that amount$25,000,000. Each such notice shall specify (A) the date (each an “Increased Amount Date”) on which the Borrower proposes that the New Term Commitments shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent (and, if proceeds will be used to defease or repay any IASG Notes, which Increased Amount Date shall be the Amendment Effective Date) and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Term Lender”) to whom the Borrower proposes any portion of such New Term Commitments be allocated and the amounts of such allocations; provided that the Administrative Agent may elect or decline to arrange such New Term Commitments in its sole discretion and any Lender approached to provide all or a portion of the New Term Commitments may elect or decline, in its sole discretion, to provide a New Term Commitment. Such New Term Commitments shall become effective, effective as of such Increased Amount Date; provided that, (1) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Term Commitments; (2) both before and after giving effect to the making of any New Term Loans, each of the conditions set forth in Section 6.2 of the Credit Agreement 3.02 shall be satisfied; (3) Holdings the Borrower shall be in pro forma compliance with each of the covenants set forth in Section 8.1 5.04, calculated by taking into account (x) EBITDA for the four Fiscal Quarter period most recently then ended for which financial statements have been delivered pursuant to Section 5.03(b)(iii) or (c)(ii) and giving pro forma effect to any acquisition consummated with the proceeds of any New Term Commitments established on the Credit Agreement Increased Amount Date as though such acquisition had been consummated as of the last first day of the most recently ended fiscal quarter after giving effect to period covered by such New Term Commitments; (4) the New Term Commitments shall be effected pursuant to one or more Joinder Agreements dated as of the applicable Increased Amount Date and executed and delivered by the Borrower, each New Term Lender and the Administrative Agent, and each of which shall be recorded in the Register, and each New Term Lender shall be subject to the requirements set forth in Section 4.10(e) of the Credit Agreement; financial statements and (5) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction. On any Increased Amount Date, subject to the satisfaction of the foregoing terms and conditions (i) each New Term Lender shall make a Loan to the Borrower (a “New Term Loan”) in an amount equal to its New Term Commitment, (ii) each New Term Commitment shall be deemed for all purposes a Term Commitment and each New Term Loan made thereunder shall be deemed for all purposes a Term Loan, (iii) each New Term Lender shall become a Lender hereunder with respect to the New Term Commitment and the New Term Loans made pursuant thereto and (iv) each installment of principal due on the Term Loans (other than the final installment) shall be increased by 0.25% of the aggregate principal amount of such New Term Loans and the remaining aggregate principal amount of all such New Term Loans shall be due and payable on the Term Loan Maturity Date. The Administrative Agent shall notify Lenders promptly upon receipt of the Borrower’s notice of each Increased Amount Date and, in respect thereof, the New Term Commitments and the New Term Lenders, subject to the assignments contemplated by this Section. The terms and provisions of the New Term Loans shall be identical to the terms and provisions of the Term Loans. (i) Section 4.2 of the Credit Agreement is hereby amended to (i) replace the words “the Borrower or any of its Subsidiaries” in clause (c) thereof with the words “any Subsidiary of Holdings” and (ii) replace the date “December 31, 2007” in clause (d) thereof with “December 31, 2008”. (j) Section 5.16 of the Credit Agreement is hereby deleted in its entirety and replaced with the following:y)

Additional Term Loans. (a) The Borrower may, shall have the right at any time and from time to time during the period beginning on the Closing Date to but excluding the date that is six (6) months prior to the Maturity Date to request additional Term Loans by providing written notice to the Administrative Agent, elect to request the establishment of one or more new term loan commitments Agent (the an “New Term CommitmentsIncrease Request”); provided, in however, that after giving effect to any such increases, the aggregate amount of the Term Loans shall not exceed $75,000,000. Each such Increase Request must be an aggregate minimum amount not in excess of $50,000,000 in the aggregate and not less than $10,000,000 individually (or such lesser amount which shall be approved by the Administrative Agent), 5,000,000 and integral multiples of $1,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of that amountthe syndication of such increase in the Term Loans, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase in the Term Loans and the allocations of the increase in the Term Loans among such existing Lenders and/or other banks, financial institutions and other institutional lenders. Each Promptly after delivery of the Increase Request to the Administrative Agent, the Borrower shall enter into an engagement letter with the Administrative Agent and the Arranger governing, among other things, the syndication of such notice increase in the Term Loans and which shall specify include, among other things, the fees of the Lenders and the Administrative Agent with respect to such Increase Request. Any additional Term Loans made pursuant to this Section shall be regarded as Term Loans hereunder and accordingly shall have the same maturity date as, bear interest at the same rates as, and otherwise be subject to the same terms and conditions of, the Term Loans outstanding hereunder at the time such additional Term Loans are made. No Lender shall be obligated in any way whatsoever to increase the principal amount of its Term Loans or provide a new Term Loan and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. (Ab) Effecting the increase of the Term Loans under this Section is subject to the following conditions precedent: (x) no Default shall be in existence on the effective date of such increase or would result from such proposed increase or from the application of the proceeds thereof, (y) the date (each an “Increased Amount Date”) on which representations and warranties of the Borrower proposes that the New Term Commitments and each other Loan Party contained in Article VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be effectivetrue and correct in all material respects on and as of the effective date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be a date true and correct as of such earlier date, and except that for purposes of this Section, the representations and warranties contained in clauses (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01, and (z) the Administrative Agent shall have received each of the following, in form and substance reasonably satisfactory to the Administrative Agent: (i) if not less than 10 Business Days after the date on which such notice is previously delivered to the Administrative Agent Agent, copies certified by the Secretary or Assistant Secretary of the Borrower or Guarantor, as applicable, of (and, if proceeds will be used A) all corporate and other necessary action taken by the Borrower to defease or repay any IASG Notes, which Increased Amount Date shall be the Amendment Effective Date) authorize such increase and (B) all corporate and other necessary action taken by each Guarantor authorizing the identity guaranty of each Lender or other Person that is such increase; (ii) an Eligible Assignee (each, a “New Term Lender”) opinion of counsel to whom the Borrower proposes any portion of such New Term Commitments be allocated and the amounts of such allocations; provided that Guarantors, and addressed to the Administrative Agent may elect or decline to arrange and the Lenders covering such New Term Commitments in its sole discretion and any Lender approached to provide all or a portion of matters as reasonably requested by the New Term Commitments may elect or declineRequired Lenders, in its sole discretion, to provide a New Term Commitment. Such New Term Commitments shall become effective, as of such Increased Amount Date; provided that, (1) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Term Commitments; (2) both before form and after giving effect content similar to the making of any New Term Loans, each of opinion provided to the conditions set forth in Section 6.2 of Administrative Agent and the Credit Agreement shall be satisfied; (3) Holdings shall be in pro forma compliance with each of the covenants set forth in Section 8.1 of the Credit Agreement as of the last day of the most recently ended fiscal quarter after giving effect to such New Term Commitments; (4) the New Term Commitments shall be effected Lenders pursuant to one Section 5.01(a)(v) or more Joinder Agreements dated as of the applicable Increased Amount Date and executed and delivered by the Borrower, each New Term Lender and such other form acceptable to the Administrative Agent, and each of which shall be recorded in the Register, and each New Term Lender shall be subject (iii) to the requirements set forth in Section 4.10(e) extent requested, new Term Notes executed by the Borrower, payable to any new Lenders and replacement Term Notes executed by the Borrower, payable to any existing Lenders increasing the amount of the Credit Agreement; and (5) principal amount of their Term Loans. Any Lender receiving such a replacement Term Note shall promptly return to the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Administrative Agent in Term Note that was replaced. In connection with any such transaction. On any Increased Amount Date, subject to the satisfaction of the foregoing terms and conditions (i) each New Term Lender shall make a Loan to the Borrower (a “New Term Loan”) in an amount equal to its New Term Commitment, (ii) each New Term Commitment shall be deemed for all purposes a Term Commitment and each New Term Loan made thereunder shall be deemed for all purposes a Term Loan, (iii) each New Term Lender shall become a Lender hereunder with respect to the New Term Commitment and the New additional Term Loans made pursuant thereto to this Section 2.16, any Lender becoming a party hereto shall execute such documents and (iv) each installment agreements as the Administrative Agent may reasonably request. The Borrower shall pay such fees to the Administrative Agent, for its own account and for the benefit of principal due on the Lenders providing such additional Term Loans (other than as determined at the final installment) shall be increased by 0.25% of the aggregate principal amount time of such New Term Loans and the remaining aggregate principal amount of all such New Term Loans shall be due and payable on the Term Loan Maturity Date. The Administrative Agent shall notify Lenders promptly upon receipt of the Borrower’s notice of each Increased Amount Date and, in respect thereof, the New Term Commitments and the New Term Lenders, subject to the assignments contemplated by this Section. The terms and provisions of the New Term Loans shall be identical to the terms and provisions of the Term Loansincrease. (i) Section 4.2 of the Credit Agreement is hereby amended to (i) replace the words “the Borrower or any of its Subsidiaries” in clause (c) thereof with This Section shall supersede any provisions in Section 2.14 or 11.01(a) to the words “any Subsidiary of Holdings” and (ii) replace the date “December 31, 2007” in clause (d) thereof with “December 31, 2008”contrary. (j) Section 5.16 of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

Additional Term Loans. The Borrower may, at its option, on one or more occasions prior to the Maturity Date, seek to receive one or more additional term loans pursuant to this Section 2.20 (each an “Additional Term Loan”). The Borrower may request Additional Term Loans in a minimum aggregate amount for all Additional Term Loans to be made on a specified day of not less than $50,000,000 or an increment of $5,000,000 in excess thereof by written notice to the Administrative Agent, elect to request the establishment of one or more new term loan commitments (the “New Term Commitments”), in an amount not in excess of $50,000,000 in the aggregate and not less than $10,000,000 individually (or such lesser amount which notice shall be approved by the Administrative Agent), delivered at a time when no Default has occurred and integral multiples of $1,000,000 in excess of that amount. Each such is continuing and which notice shall specify (Aa) the proposed date of such Additional Term Loans, which shall (i) be a Business Day upon which a new Interest Period will commence with respect to all outstanding Loans (by virtue of either the expiry of pre-existing Interest Periods or an election made by the Borrower pursuant to Section 2.08) and (ii) be not less than ten Business Days (or such shorter period as may be acceptable to the Administrative Agent and the Persons making the Additional Term Loans (each an “Increased Amount DateAdditional Lender”) on which the Borrower proposes that the New Term Commitments shall be effective)), which shall be a date not less nor more than 10 Business Days forty-five days after the date of such notice, (b) the aggregate amount of such Additional Term Loans, (c) the Type of Loans selected and (d) in the case of a Eurodollar Rate Loan Borrowing, the Interest Period applicable thereto; provided, that the aggregate amount of all Additional Term Loans made pursuant to this Section 2.20 shall not exceed $300,000,000 (resulting in a maximum Aggregate Loan Amount of $900,000,000). The Borrower may, after giving such notice, offer the Additional Term Loan on which such notice is delivered either a ratable basis to the Lenders or a non pro-rata basis to one or more Lenders and/or to other banks or entities reasonably acceptable to the Administrative Agent (and, if proceeds will be used to defease or repay any IASG Notes, which Increased Amount Date shall be the Amendment Effective Date) and (B) the identity of each Agent. Any Lender or other Person that is an Eligible Assignee (each, a “New Term Lender”) to whom the Borrower proposes any portion of such New Term Commitments be allocated and the amounts of such allocations; provided that the Administrative Agent may elect or decline to arrange such New Term Commitments in its sole discretion and any Lender approached to provide all or a portion of the New Term Commitments may elect or declinemay, in its sole discretion, accept or reject any offer from the Borrower to provide a New make an Additional Term CommitmentLoan. Such New No consent of any Lender (other than the Lenders participating in such Additional Term Commitments Loan) shall become effectivebe required for any Additional Term Loan pursuant to this Section 2.20. No Additional Term Loans shall be required to be made unless (a) the Additional Lenders, as the Borrower and the Administrative Agent shall have entered into an agreement in form reasonably satisfactory to the Administrative Agent pursuant to which (i) each Additional Lender shall agree to the amount of the new Additional Term Loan to be made by it, (ii) each Additional Lender not party to this Agreement prior to the date of such Increased Amount Date; provided thatAdditional Term Loan shall agree to assume and accept the obligations and rights of a Lender hereunder, (1iii) no Default or Event this Agreement shall be amended to reflect the Additional Term Loans, (iv) the Borrower shall deliver a certificate of Default shall exist a Responsible Officer of the Borrower dated the date of the making of the new Additional Term Loans in form and substance satisfactory to the Administrative Agent evidencing the Borrower’s compliance, on such Increased Amount Date before or after giving effect to such New Term Commitments; (2) both before and a pro forma basis after giving effect to the making of any New proposed Additional Term Loans, each of with the conditions set forth in Section 6.2 of the Credit Agreement shall be satisfied; (3) Holdings shall be in pro forma compliance with each of the financial covenants set forth in Section 8.1 of the Credit Agreement herein recomputed as of the last day of the most recently ended fiscal quarter after giving effect to such New Term Commitments; of the Borrower for which financial statements are available, and (4v) the New Term Commitments shall be effected pursuant to one or more Joinder Agreements dated as of the applicable Increased Amount Date pricing, amortization, maturity and executed and delivered by the Borrower, each New Term Lender and the Administrative Agent, and each of which shall be recorded in the Register, and each New Term Lender shall be subject to the requirements set forth in Section 4.10(e) of the Credit Agreement; and (5) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction. On any Increased Amount Date, subject to the satisfaction of the foregoing terms and conditions (i) each New Term Lender shall make a Loan to the Borrower (a “New Term Loan”) in an amount equal to its New Term Commitment, (ii) each New Term Commitment shall be deemed for all purposes a Term Commitment and each New Term Loan made thereunder shall be deemed for all purposes a Term Loan, (iii) each New Term Lender shall become a Lender hereunder with respect to the New Term Commitment and the New Term Loans made pursuant thereto and (iv) each installment of principal due on the Term Loans (other than the final installment) shall be increased by 0.25% of the aggregate principal amount of such New Term Loans and the remaining aggregate principal amount of all such New Term Loans shall be due and payable on the Term Loan Maturity Date. The Administrative Agent shall notify Lenders promptly upon receipt of the Borrower’s notice of each Increased Amount Date and, in respect thereof, the New Term Commitments and the New Term Lenders, subject to the assignments contemplated by this Section. The terms and provisions of the New Additional Term Loans shall be identical to those of the Initial Term Loans, and (b) the conditions set forth in paragraphs (a) and (b) of Section 4.02 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer of the Borrower. Substantially contemporaneously with the satisfaction of the foregoing conditions, each Additional Lender shall make available to the Administrative Agent for the account of the Borrower the amount of its Additional Term Loan in immediately available funds as set forth in Section 2.03(b). Each Additional Term Loan shall be a “Loan” hereunder subject to all the terms and provisions of the Term Loansconditions hereof. (i) Section 4.2 of the Credit Agreement is hereby amended to (i) replace the words “the Borrower or any of its Subsidiaries” in clause (c) thereof with the words “any Subsidiary of Holdings” and (ii) replace the date “December 31, 2007” in clause (d) thereof with “December 31, 2008”. (j) Section 5.16 of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

Additional Term Loans. The Borrower may, shall have the right at any time and from time to time after the Closing Date to but excluding the Maturity Date to request two increases in the principal amount of the Term Loan by providing written notice to the Administrative Agent, elect to request which notice shall be irrevocable once given; provided, however, that the establishment combined aggregate principal amount of one or more new term loan commitments (such increases of the “New Term Commitments”), Loan shall not exceed $50,000,000. Each such increase in the Term Loan must be an aggregate minimum amount not in excess of $50,000,000 in the aggregate and not less than $10,000,000 individually (or such lesser amount which shall be approved by the Administrative Agent), and integral multiples of $1,000,000 10,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of that amountthe syndication of such increase in the Term Loan, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Term Loan among such existing Lenders and/or other banks, financial institutions and other institutional lenders. Each such notice shall specify (A) the date (each an “Increased Amount Date”) on which the Borrower proposes that the New Term Commitments No Lender shall be effective, which shall be a date not less than 10 Business Days after obligated in any way whatsoever to increase the date on which principal amount of the Term Loan made by such notice Lender. Effecting the increase of the Term Loan under this Section is delivered subject to the Administrative Agent following conditions precedent: (and, if proceeds will be used to defease or repay any IASG Notes, which Increased Amount Date shall be the Amendment Effective Date) and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Term Lender”) to whom the Borrower proposes any portion of such New Term Commitments be allocated and the amounts of such allocations; provided that the Administrative Agent may elect or decline to arrange such New Term Commitments in its sole discretion and any Lender approached to provide all or a portion of the New Term Commitments may elect or decline, in its sole discretion, to provide a New Term Commitment. Such New Term Commitments shall become effective, as of such Increased Amount Date; provided that, (1x) no Default or Event of Default shall exist be in existence on the effective date of such Increased Amount Date before increase, (y) the representations and warranties made or after giving effect deemed made by the Borrower in any Loan Document to which it is a party shall be true and correct on the effective date of such New Term Commitments; increase, and (2z) both before and after giving effect to the making of any New Term Loans, Administrative Agent shall have received each of the conditions set forth following, in Section 6.2 form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by a Responsible Officer of all corporate and other necessary action taken by the Credit Agreement shall be satisfiedBorrower to authorize such increase; (3ii) Holdings shall be in pro forma compliance with each an opinion of the covenants set forth in Section 8.1 of the Credit Agreement as of the last day of the most recently ended fiscal quarter after giving effect counsel to such New Term Commitments; (4) the New Term Commitments shall be effected pursuant to one or more Joinder Agreements dated as of the applicable Increased Amount Date and executed and delivered by the Borrower, each New Term Lender and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, and each of which shall be recorded (iii) except in the Registercase of a Lender that has elected not to receive a Term Note, and each New new Term Lender shall be subject to the requirements set forth in Section 4.10(e) of the Credit Agreement; and (5) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested Notes executed by the Administrative Agent in connection with Borrower, payable to any such transaction. On new Lenders and replacement Term Notes executed by the Borrower, payable to any Increased Amount Date, subject to existing Lenders increasing the satisfaction principal amount of the foregoing terms and conditions (i) each New Term Lender shall make a Loan to the Borrower (a “New Term Loan”) in an amount equal to its New Term Commitment, (ii) each New Term Commitment shall be deemed for all purposes a Term Commitment and each New Term Loan made thereunder shall be deemed for all purposes a their Term Loan, (iii) each New in the principal amount of such Lender’s Term Lender shall become a Lender hereunder with respect to Loan at the New Term Commitment and time of the New Term Loans made pursuant thereto and (iv) each installment effectiveness of principal due on the Term Loans (other than the final installment) shall be increased by 0.25% of applicable increase in the aggregate principal amount of such New the Term Loans and Loan. In connection with any increase in the remaining aggregate principal amount of all such New Term Loans shall be due and payable on the Term Loan Maturity Date. The pursuant to this Section any Lender becoming a party hereto shall execute such documents and agreements as the Administrative Agent shall notify Lenders promptly upon receipt of the Borrower’s notice of each Increased Amount Date and, in respect thereof, the New Term Commitments and the New Term Lenders, subject to the assignments contemplated by this Section. The terms and provisions of the New Term Loans shall be identical to the terms and provisions of the Term Loansmay reasonably request. (i) Section 4.2 of the Credit Agreement is hereby amended to (i) replace the words “the Borrower or any of its Subsidiaries” in clause (c) thereof with the words “any Subsidiary of Holdings” and (ii) replace the date “December 31, 2007” in clause (d) thereof with “December 31, 2008”. (j) Section 5.16 of the Credit Agreement is hereby deleted in its entirety and replaced with the following: